Apar Industries Ltd — AGM Information 2019

Jul 11, 2019

APAR INDUSTRIES LTD.

CORPORATE OFFICE : APAR HOUSE, CORPORATE PARK, V. N. PUAAV MARG, CHEMBUR. MUMBAJ - 400 071 . INDIA T : (+91) (22) 2526 3400/6780 0400 F : (+91)(22) 2524 6326 E : corporate@apar.com uri : www.apar.com

SEC/11 07/2019	ByE-Filing	11th July, 2019
National Stock Exchange of India Ltd."Exchange Plaza",C-1 , Block G,Sandra-Kurla Complex,Sandra (E),Mumbai-400 051.	SSE Ltd.Dalal Street,Fort,Mumbai -400 001.	Corporate Relationship Department,27th Floor, Phiroze Jeejeebhoy Towers,
Scrip Symbol : APARINDSKind Attn.: The Manager, Listing Dept.	Scrip Code: 532259	Kind Attn. : Corporate Relationship Dept.

Sub. : Intimation of Book Closure Date and Annual General Meeting of the Company-Pursuant to Reg. 42 & all other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sirs,

We wish to intimate the Exchange that the Register of Members and Share Transfer Books of the Company shall remain closed as under:

SECURITY CODE	TYPE OF	BOOK CLOSURE	PURPOSE
/SYMBOL	SECURITY	IFROM	TO
BSE-532259NSE -APARINDS	EQUITYSHARES	02.08.2019(FRIDAY)	08.08.2019(THURSDAY)	PURPOSEMENTIONED
EQUITY ISIN -INE372A01015		(Both days inclusive)		BELOW.

PURPOSE OF BOOK CLOSURE :

• A) Annual Book Closure and,
• B) For determining the eligibility of shareholders entitled to receive the dividend on Equity Shares@ Rs. 9.50 (95.00 %) per share for the Financial Year 2018- 2019.

The 30th Annual General Meeting of the Equity Shareholders of the Company will be held on Thursday, 8th August, 2019 at 2:15 P.M. at the Auditorium of the Vanijya Bhavan, Central Gujarat Chamber of Commerce, Race Course Circle, Vadodara - 390 007 (Gujarat). Further we are also enclosing herewith certified copy of the Notice calling Annual General Meeting dtd. 29th May, 2019 for the record of the Exchanges.

Thanking you,

Yours faithfully, For Apar Industries Limited ~ Kunder)

(Sanjaya Company Secretary Encl. : Notjce of AGM dtd zgth Ma~, 2019

NOTICE

NOTICE IS hereby g1ven that the 30th (Thirtieth) Annual General Meeting (AGM) of the Equity Shareholders of APAR INDUSTRIES LIMITED ('the Company') w1ll be held on Thursday, 8th August, 2019 at 2:15 P.M. at the Auditorium of the Vanijya Bhavan, Central Gujarat Chamber of Commerce, Race Course Circle, Vadodara - 390 007 IGujarat) to transact the following business :

Ordinary Business :

• 1. To rece1ve, consider and adopt the Audited Financial Statements [Standalone and Consolidated) of the Company for the F1nancial Year ended on March 31. 2019 including the Balance Sheet as at March 31. 2019, the Statement of Profit and Loss and Cash flow for the year ended on that date along With reports of the Board of Directors and the Auditors thereon.
• 1. To declare dividend at the rate of ~ 9.50 [95%) per Equity Share of face Value of ~ 10/- each. fully paid up, for the financial year 2018-19.
• 1. To appoint a D1rector in place of Mr. Kushal N. Desai [DIN-000080841. who retires by rotation and being eligible, offers himself for re-appointment.

Special Business :

1. Appointment of Mr. Rishabh K. Desai, as Non- executive and Non-Independent Director of the Company,

To consider and.1fthought fit. to pass. with or without mod1ficat1on. the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 152 and all other applicable provisions of the Companies Act. 2013, the Companies [Appointment and Qual1ficat1on of D1rectorsl Rules, 2014 [including any statutory mod1flcationlsl or re-enactment thereof for the lime being in force), all relevant Regulations ofSEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended to date and on the basis of recommendation of the Nomination and Compensation-cum-Remuneration Committee. Mr. Rishabh Kushal Desai [holding DIN 08444660), who was appo1nted as an Addit1onal Dinector, Non-ExecutiVe [Non Independent) with effect from 07/05/2019, by the Board of Directors pursuantto Section 161 of the Companies Act, 2013 and Articles of Association of the Company and who holds office upto the date of th1s Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a member Signifying his 1ntenbon to propose the candidature of Mr. Rishabh Kushal Desa1 for the office of Director of the Company, be and is hereby appOinted as a Director Non-Executive [Non Independent] of the Company, whose term of office shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of D1rectors of the Company or any Key Managenal Personnel of the Company be and are hereby authorized to do all acts. deeds, matters and things, necessary and exped1ent to give effect to the resolution."

1. Re-appointment of Mr. F. B. Virani as Non-Executive Independent Director of the Company.

To consider and, if thought fit, to pass, with or without modification[sl. the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149.

152 read with Schedule IV and all other applicable proVISions of the Compan1es Act, 2013 and the Companies [Appointment and Qualification of Directors) Rules. 2014 [including any statutory modificatlon[sl or re-enactment thereof for the t1me being in force), Regulation 17[1l(C)(1A) of the Securities and Exchange Board of India [Listing Obligations and Disclosure Requ1rementsl Regulations, 2015, includ1ng any amendment[s), statutory modlficatlon[s) and/or ne-enactment theneof for the t1me be1ng in force and subject to such other laws, rules and regulations as may be applicable 1n this regard and on the basis of recommendation of the Nomination and Compensationcum-Remuneration Committee, approval of the members of the Company be and is hereby accorded to the re-appOintment of Mr. F. B. Virani (holding DIN 00062278), D1nector of the Company, who 1s holding the office of an Independent Director for five consecutive years upto the conclusion of 30th Annual General Meeting [AGMI of the Company to be held 1n the calendar year 2019, as an Independent D1nector of the Company, not liable to ret1re by rotation, be1ng eligible. for h1s second term of five consecutiVe years With effect from the conclusion of th1s AGM upto the conclusion of 35th Annual General Meeting of the Company to be held 1n the calendar year 2024 and to continue to hold such directorship on and after attaimng the age of seventy five (75) years.

RESOLVED FURTHER THAT the Board of D1rectors of the Company or any Key Managerial Personnel of the Company be and are hereby severally authorized to do all acts. deeds and things as may be necessary or expedient to g1ve effect to abovesaid resolution ...

Re-appointment of Mrs. Nina Kapasi as Non-Executive Independent Director of the Company

To consider and, 1f thought fi~ to pass With or Without modificat1onlsl. the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sect1ons 149, 152 read with Schedule IV and all other appliCable proVISIOns of the Companies Act, 2013 and the Compames [Appo1ntment and Qualification of D1rectorsl Rules, 2014 [including any statutory modification(s) or re-enactment thereof for the t1me be1ng in force!. and the applicable provisions of the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment[s), statutory modification[s) and/or re-enactment thereof for the t1me be1ng in force and subject to such other laws. rules and negulatlons as may be appkable 1n th1s regard and on the bas1s of recommendation of the Nomination and Compensationcum-Remuneration Committee, approval of the members of the Company be and is hereby accorded to the re-appomtment of Mrs. Nina Kapasi [holding DIN 02856816). Director of the Company, who IS hold1ng the office of an Independent D1nector for fiVe consecutive years upto the conclus1on of 30th Annual General Meet1ng (AGM) of the Company to be held 1n the calendar year 2019, as an Independent D1rector of the Company. not Uable to retire by rotation, be1ng elig1ble, for her second term of five consecutive years with effect from the conclusion of this AGM upto the concluSion of 35th Annual General Meet1ng of the Company to be held in the calendar year 2024.

RESOLVED FURTHER THAT the Board of Directors of the Company or any Key Managerial Personnel of the Company be

3 ANNUAL REPORT 2018-19

(j) APAR INDUSTRIES LTD.

and are hereby severally authorized to do all acts, deeds and th1ngs as may be necessary or expedient to gM? effect to abovesaid resolut1on:

1. Payment of remuneration to the Cost Auditors of the Company for the FY 2019-20

To consider and. 1f thought fit, to pass Wlth or w1thout modlficat1on!sl, the folloWing resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the prov1s1ons of Sect1on 148 and all other applicable provis1ons. 1f any, of the Companies Act. 2013 and the Compames !Aud1t and Auditors) Rules, 2014 hnclud1ng any statutory modification(s) or re-enactment(s) thereof. for the lime being in force), M/s. Rahul Ganesh Dugal and Co., a Propnetary F1rm of Cost Accountant, the Cost Auditor having F1rm Registration no. 103425 and Membership no. 36459, appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year end1ng 31st March, 2020 1n place of T. M. Rath1, who has expressed h1s 1nabil1ty to act as Cost Aud1tor of the Company, be paid remuneration not exceed1ng Rs. 1,20,000/- !Rupees One Lakh Twenty Thousand Only).

FURTHER RESOLVED THAT any of the Directors or the Company Secretary of the Company, be and are, hereby authonsed to do all such acts, deeds. matters and things as may be cons1dered necessary, des1rable or expedient to giVe effect to th1s resolution:·

301, Panorama Complex. For Apar Industries Limited R. C. Dutt Road, Vadodara- 390 007. Gujarat. lnd1a H."""'" CIN: L91110GJ1989PLC012802 Webs1te: www.apar.com E-mail: com_secl9apar.com Tel.: l+91l l0265) 2339906 Fax: (+91) 0265) 2330309

Place : Mumbai Date : May 29. 2019.

Registered Office : By Order of the Board

Company Secretary

NOTES:

• 1. The Explanatory Statement pursuant to Section 102(1) of the Corrpames Act. 2013 ('the Act') w1th respect to the Special Bus1ness to be transacted at the meet1ng set out 1n the Not1ce 1s annexed hereto. The bnef deta1ls of the persons seek1ng appointment I re-appointment as Directors as requ1red under Regulation 36(3) of SEBI(LiStlng Obligations and Disclosure Requirements) Regulations. 2015 and Secretanal Standard on General Meetings issued by The Institute of Company Secretaries of India as approved by the Central Government. IS also annexed to th1s Not1ce.
• 1. A member entitled to attend and vote at the meeting is also entitled to appoint a proxy or proxies to attend and to vote, on a poll, instead of himself I herself I itself and the proxy need not be a member of the company. The proxy form duly completed and signed should be deposited at the company's registered office not less than 48 hours before the commencement of the meeting.

A person can act as a proxy on behalf of Members not exceed1ng fifty (50) and holding in the aggregate not more thar ten percent (10%) of the total share capital of the Company carry1ng vot1ng nghts. In case a proxy IS proposed to be appo1nted by a member holding more than 10% of the total share cap1tal of the Company carry1ng vot1ng nghts. then such proxy shall not act as a proxy for any other person or Member.

Prox1es subm1tted on behalf of limited companies. societies. etc .. must be supported by appropriate resolutions I authority, as aoplicable, 1ssued on behalf of the nom1natmg organization.

1. Corporate Members Intending to send the1r Authonsed Representat1velsl to attend the Annual General Meeting in terms of Section 113 of the Act, are requested to send to the Company, a cert1f1ed copy of the relevant Board Resolut1on together w1th their respective spec1men signatures authorising their representative [s) to attend and vote on their behalf at the Meetmg.

• 1. In case of JOint holders attend1ng the Meeting. only such JOint holder who is higher in the order of names will be entitled to vote.
• 1. Members I Proxies/ Authonsed Representatives are requested to bnng the1r duly filled in Attendance Slip enclosed in the annual report along with their copy of the annual report to the Meet1ng. Members. who hold shares in dematerial1sed form, are requested to write their Client 10 and DP ID numbers and those, who hold shares in physical form, are requested to wnte the1r Folio Number 1n the attendance slip for attending the Meet1ng.
• 1. The Reg1ster of Members and Share Transfer Books for the Equ1ty Shares of the Company shall remam closed from 2nd August. 2019 to 8th August. 2019, both days mclusiVe, 1n connection w1th the Annual General Meeting and for the purpose of payment of d1v1dend, 1f declared at the Meet1ng.
• 1. Members are requested to note that the Company's equ1ty shares are under compulsory de mat trading for all class of mvestors. as per the prov1sions of the SEBI Circular dated May 29, 2000. Members are therefore advised in the1r own mterest to dematenalise their phys1cal shareholding to avo1d mconvenience and for better serv1cing by the Company.
• 1. As perSEBI Notification No. SEBI/LAD-NRO/GN/2018/24dated June 8, 2018 and further amendment VIde Notification No. SEBI/ LAD-NRO/GN/2018/49 dated November 30,2018, requests for effecting transfer of secunties (except in case of transm1ss1on or transposition of securities) shall not be processed from Apnl 1, 2019 unless the securities are held m the dematerialized form with the depositories. With the said change coming into effect from Aprill, 2019. Equity Shares of the Company shall be elig1ble for transfer only in Dematenalized form. Therefore, the Shareholders are requested to take act1on to dematerialize the Equity Shares of the Company, promptly.
• 1. Members holding shares 1n electronic form may note that bank particulars reg1stered aga1nst the1r depos1tory accounts will be used by the Company for payment of

4 ANNUAL REPORT 2018-19

div1dend. The Company or its Reg1strar and Transfer Agents. l ink lnt1me lnd1a Private L1mited (Registrar!, cannot act on any request rece1ved directly from the members holding shares 1n electronic form for any change of bank particulars or bank mandates. Such changes are to be adv1sed only to the Depository Participant of the members w1th whom they are maintaining their demat accounts. Members holding shares in phys1cal form are requested to advise any.change in their address or bank mandates immediately to the Company I Reg1strar.

• 1. Members holding shares in more than one folio in the same name!sl are requested to send the details of their folios along with the share certificates so as to enable the Company to consol1date their holdings into one folio.
• 1. Members desirous of obtaining information I details about the accounts, are requested to write to the Company at least one week before the meetmg, so that proper information can be made available at the time of meeting.
• 1. All Relevant documents referred to 1n the accompanymg Notice and in the Explanatory Statement are open for inspection by the Members at the Reg1stered Office of the Company during Office hours on all work1ng days except Sundays and Second Saturday of each Month between 11.00 A.M. and 4.00 P.M. up to the date of the ensuing Annual General Meeting and: at the meet1ng, during the meet1ng hours.
• 13, Unclaimed I Unpaid Dividend: Pursuant to the provisions of Sect1on 124 and 125 of the Act and other relevant provisions of the Act, the diVidend which remains unpaid I uncla1med from the date of transfer to the unpaid/unclaimed d1v1dend account of the Company is required to be tra'lsferred to the Investor Education and Protection Fund [IEPFI set up by the Government of India. The unclaimed dividend for the financial year 2011-12 and all subsequent years must be claimed as early as possible failing wh1ch, it would be transferred to IEPF as per the !tentat1vel dates mentioned herein below.

Financial Year	Date ofDeclaration ofDividend	Due date fortransfer to IEPF
2011-12	09.11.2012	15.12.2019
2012-13	08.08.2013	12.09.2020
2013-14	01.08.2014	05,09.2021
2014-15	07.08.2015	11.09.2022
2015-16	16.03.2016	21.04.2023
2016-17	09.08.2017	13.09.2024
2017-18	09.08.2018	13.09.2025

Members who have not yet encashed their d1v1dend warrantlsl are requested to make their claims to the Company without further delay. Members are further requested to note that unpaid I unclaimed dividend for the year 2010-11 IF1nal Dividendi has been transferred to IEPF as on 9th October, 2018.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of Information regarding Unpaid and Unclaimed amounts tying with Companies! Rules, 2012, the Company has uploaded the details of unpa1d and unclaimed amounts lying with the Company as on 9th August, 2018 (date of last Annual General Meeting! on the website of the Company (www.apar.coml.

Further, pursuant to the proVIsions of Section 124(51 and Section 124(61 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund I Rules, 20161"the IEPF Rules"l and amendments thereto, all shares, on wh1ch d1v1dend has not been paid or claimed for seven consecutive years or more, shall be transferred to the de mat account of the IEPF authority.

The Company has accordingly, transferred -

• 111 47,962 Equity Shares of the shareholders whose d1vidend had remained outstandmg for a period of 7 years from 2009-10 to 2015-16 on 28th December, 2017 and
• (21 6,520 Equity Shares of the shareholders whose dividend had remained outstandmg for a penod of 7 years from 2010-11 to 2016-17 on 16th November, 2018

to IEPF. Details of shares transferred to IEPF Authonty are available on the webs1te of the Company wh1ch can be accessed through the link :

http:/ /www.a par. com/pdf/11 n ancedata/1 EPF /I EPF _Share_ Transfer. pdf

The Members/ claimants whose shares, uncla1med dividend have been transferred to the Fund may claim the shares or apply for refund by making an appl1cat1on to IEPF Authonty 1n Form IEPF 5 !available on iepf.gov.1n as well as the link for the same as ava1lable on the website of the Company!. The Member I Claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules and amendments thereto.

It is in the interest of Members to claim any un-encashed diVIdends and for future, opt for National Electromc Clearance System (NECSI I National Automated Cleanng House !NACHI, so that dividends paid by the Company are credited to the investor's account on time.

• 1. The Securities and Exchange Board of India (SEBII has mandated the submission of Permanent Account Number !PAN I by every participant in the securit1es market. Members holding shares m electroniC form are, therefore, requested to submit the1rsetf-attested PAN to their Depository Participants w1th whom they are maintaining their demat accounts. Members holding shares in phys1cal form can subm1t the1r self-attested PAN deta1ls to the Company I Reg1strar.
• 1. As per the provisions of Section 72 of the Act and Rule 19111 of the Companies (Share Cap1tal and Debentures! Rules, 2014, Members holding shares 1n phys1cal form may file nomination in the prescribed Form SH- 13 with Registrar. In respect of shares held in demat form, the nommatlon form may be filed with the respective DP.
• 1. A route map show1ng d1rect1ons to reach the venue of the 30th AGM is g1ven at the end of th1s Notice as per the requirement of Secretariat Standard - 2 on "General Meeting".
• 1. Ia I As stated 1n Para No.6 of the Directors· Report, the Company has not attached the Annual Accounts, Reports and other Statements in respect of 1ts three Subsidiaries with the Annual Report of the Company for the f1nancial year ended March 31, 2019.
  • (bl A Statement showing information in aggregate of the sa1d subsidiary Companies in compliance with the prOVISions of Section 129131 of the Act has been attached w1th the financ1al statements 1n Form AOC-1 and forms a part of th1s Annual Report.

5 I ANNUAL REPORT 2018-19

(j) APAR INDUSTRIES LTD.

• 1. The Annual Report 2018-19 of the Company, circulated to the Members of the Company, will be made available on the Company's webs1te at www.apar.com.
• 1. The Company has already mitiated I Implemented the "Green Initiative· as per the Circulars ISSued by the Ministry of Corporate Affairs (MCA) to enable electronic del1very of notices I documents and annual reports to the shareholders. The email addresses as made ava1lable 1n your respective Depository Part1c1pant (DP) accounts and downloaded from NSDL I CDSL w1ll be deemed to be your email address for serving notices I documents Including those covered under Section 136 read w1th Section 20 of the Compames Act. 2013.

The Notice of AGM and the cop1es of audited fi:"~anc1al statements. directors' report. auditors' report etc. shall also be displayed on the Company's website at www.apar.com. Members holding shares in electromc mode are, therefore. requested to ensure to keep their ema1l addresses updated with tne Depository PartiCipants. Shareholders I Members can register their ema1l address. by sending an Email. at 1nvestorserv1ces@apar.com by quoting the1r Folio No. I DP ID - Client ID in order to facilitate the Company to serve the documents through the electronic mode.

20. Voting Options

1. Voting thr ough Electronic means:

Pursuant to Section 108 and other applicable provisions. if any. of the Companies Act, 2013 read w1th Rule 20 of the Companies (Management and Admm1strationl Rules. 2014 as amended by the Companies (Management and Admm1strat1onl Rules. 2015 and Regulation 44 of tne SEBI IList1ng Obligations and Disclosure Requ1rementsl Regulations. 2015 IL1sting Regulations!. the Company is pleased to provide e-voting facility to the members 1n relation to the bus1ness to be transacted at the 30th Annual General Meet1ng to be held on Thursday, 8th August. 2019 at 02:15p.m. The fac1lity of casting votes by the members usmg an electronic votmg system from a place other than venue of the AGM ("remote e-voting"l will be prov1ded by Central Depository Serv1ces llnd1al Ltd.

The Company has engaged the serv1ces of Central Depos1tory Services llndial L1mited (CDSLI to provide e-votmg. The

e-vot1ng fac1lity is available at the link www.evoting1nd1a.com

The faCil1ty for voting. through ballot paper, shall be made available at the AGM and the members attend1ng the AGM who have not cast the1r votes by remote e-voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote e-voting pnor to the AGM may attend the AGM but shall not be entitled to cast their votes aga1n. The instructions fore-voting are as under:

INSTRUCTIONS FOR E-VOTING

The vot1ng penod beg1ns on 10:00 Hrs. of Sunday, 4th August, 2019 and ends on 17:00 Hrs. of Wednesday, 7th August, 2019. During th1s penod shareholders of the Company, hold1ng shares e1ther 1n phys1cal form or 1n dematenal1zed form. as on the cut-off date (record date I of Thursday, 1st August. 2019 may cast the1r vote electronically. The e-votmg module shall be disabled by CDSL for voting thereafter.

Members are requested to follow the below menlioned Instructions to cast the1r vote through e-voting:

The shareholders should log on to the e-voting webs1te www.evotingj.nd1a.com.

• !ill Cl1ck on Shareholders I Members
• !iiil Now enter your User ID

lil

• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Characters DP ID followed by 8 D1gits Client ID,
• c. Members holdmg shares 1n Phys1cal Form should enter Folio Number registered with the Company
• (ivl Next enter the Image Venficat1on as displayed and Cl1ck on Log1n.
• I vi If you are hold1ng shares in De mat form and had logged on to www.evotingmdia.com and voted on an earl1er vot1ng of any company. then your existing password IS to be used. If you are a first t1me user, follow the steps given in the table below.

For Members holdmg shares m Demat Form and Physical Form
PAN	Enter your 10 d1g1t alpha-numeric PAN issued by Income Tax Department [Applicable for both demat shareholdersas well as physical shareholders!.
	Members who have not updated the1r PAN w1th the Company/Depository Part1c1pant are requested to usethe sequence number wh1ch IS pnnted on Attendance Slip mdicated m the PAN field.
Dividend BankDetails	Enter the Dividend Bank Details or Date of B1rth (in dd/mm/yyyy format) as recorded in your de mat accountor 1n the Company records 1n order to logm.
ORDate of Birth [DOBI	If both the details are not recorded with the depository or Company please enter the member id I fol1onumber m the Dividend Bank details field as mentioned 1n 1nstruct1on l111 l.

• (vi) After entering these details appropriately, click on "SUBMIT" tab.
• (viii Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the de mat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts fore-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (viii) For Members holding shares in physical form, the details can be used only fore-voting on the resolutions contained in this Notice.
• (ixl Click on EVSN of APAR INDUSTRIES LTD. on which you choose to vote.
• (xi On the vot1ng page, you will see "Resolution Descnption" and against the same, the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES impl1es that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xi! Click on the "Resolutions File Link" if you w1sh to view the entire Resolution details.
• (xiil After selecting the resolution you have decided to vote on, click on "SUBMIT'. A confirmation box will be displayed. If you wish to conf1rm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• [xi1il Once you "CON FIRM" your vote on the resolution, you will not be allowed to modify your vote.
• [x1vl You can also take a pnnt of the votes cast by clicking on "Click here to print" opt1on on the Voting page.
• (xvl If a demat account holder has forgotten the changed log1n password, then Enter the User 10 and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xvil Any person. who acqu1res shares of the Company and becomes a member of the Company after dispatch of the Notice of the AGM and holding shares as on the cut-off-date i.e. 1st August, 2019 should follow the same procedure as mentioned above fore-Voting.

Shareholders can also use Mobile app "m-Voting" for voting. Shareholders may log in to m-Voting using the1r e voting credentials to vote for the company resolution(si.The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mob1le.

(xviil Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporales.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should

be em ai led to helpdesk.evoting@cdslind1a.com.

• After receiving the login details User would be able to link the account[s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POAI wh1ch they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to venfy the same.
• (xviiil In case you have any queries or issues regarding E -voting, you may refer the Frequently Asked Questions ("FAQs"l and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindla.com.
• (xixl For any grievances connected with facility fore-voting, members may contact:

Name		: Mr. Rakesh Dalvi
Designation		: Manager
Address		: A Wing. 25th Floor. Marathon
		Futurex, Mafatlal Mill Compounds.
		N. M. Joshi Marg,
		Lower Parel (EI, Mumbai - 400013.
Email id		: helpdesk.evoting@cdslindia.com
Phone number		: 1800225533

(xxl Once you have cast your vote, you cannot modify or vote on poll at the AGM . However. you may attend the meeting and participate 1n the discussions. if any.

Voting at AGM:

The Chairman shall at the AGM, at the end of the discussion on the resolutions, on which voting is to be held. allow voting with the assistance of Scrutinizer. by the use of Polling Paper for all the Members who are present at the AGM but have not cast their vote by avai ling the remote e-voting facility. Polling papers are attached with th1s Annual Report.

21. Other Instructions:

(il The e-voting facility w1ll be available during the following voting period:

Commencement of	From 10:00 Hrs. of Sunday, 4th
e-voting	August. 2019
End of e-voting period	Upto 17:00 Hrs. of Wednesday,7th August. 2019

E-voting shall not be allowed beyond 17.00 Hrs of 7th August. 2019. The e-voting module shall be disabled by CDSL for voting thereafter. During the e-votlng period, shareholders of the Company holding shares either in physical form or in dematerialised form, as on the Cut-off-Date, may cast their votes electronically. The Cut-off-Date for the purposes of e-voting is 1st August, 20 19. The voting rights of Members shall be in proportion to their shares of the paid up equ1ty share capital of the Company as on 1st August, 2019.

(iii You can opt only one mode of voting i.e. either by E -voting or Physical Ballot. If you are opting for e-voting, then do not vote by Physical Ballot also and

f) APAR INDUSTRIES LTD.

vice versa. However, in case shareholders cast the1r vote by Phys1cal Ballot and e-vot1ng, then votmg done through valid Phys1cal Ballot shall preva1l and voting cone bye-voting will be treated as Invalid.

• [iii] Mr. Hemang M. Mehta, Propnetor of M/s. H. M. Mehta & Assoc1ates, Pract1cmg Company Secretaries, Vadodara, Guwat !Membership No. FCS - 4965 & Certificate of Practice No. 25541 has been appointt:d as the Scrutinizer to scrutinize the e-voting, remote e-vot1ng and polling paper process m a fair and transparent manner.
• [ivl Pursuant to the provisions of Section 107 of the Act Read with Rule 20 of the Companies !Management and Administration] Rules, 2014 las amended from t1me to t1mel there w1ll not be any vot1ng by show of hands on any of the agenda items at the meet1ng and the Company will conduct polling at the meeting.

Registered Office:

1. Panorama Complex, R. C. Dutt Road, Vadodara- 390 007[Guwatl. India Tel.: 0265- 2339906. 2331935 Fax: 0265 - 2330309 E-mail: com_sec§apar.com Website: www.apar.com

• lvl The Scrutinizer shall after the conclusion of voting at the general meeting, w1ll f1rst count the votes cast In the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two w1tnesses who are not in the employment of the Company and shall make, not later than forty e1ght hours of the conclusion of the AGM . a consolidated scrutinizer's report of the total votes cast in favor or against. if any. to the Chairman or a person authonzed by h1m in writing, who shall countersign the same and declare the. result of the voting forthwith.
• !vii The results declared of e-voting along with the report of the Scrutinizer shall be placed on the website of the Company at www.apar.com and on the webs1te of CDSL e-Voting immediately after the declaration of result by the Chairman or a person authorized by him in wntmg. The results shall also be immediately forwarded to the BSE Ltd. and NSE L1mited.

Registrar and Share Transfer Agent

L1nk lnt1me lnd1a Pnvate L1mited B-102 & 103, Shangnla Complex, 1st Floor, Opp. HDFC Bank, Near Radhaknshna Char Rasta, Akota. Vadodara- 390 020 IGuwatl. lnd1a Tel.: 0265-6136000. 6136001 TeleFax: 0265 - 2356791 E-mail: vadodara@hnkint1me.co.1n Website: www.l1nkmt1me.co.m

ANNEXURE TO NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 10211) OF THE COMPANIES ACT, 2013.

ITEM NO. 4:

Item No. 4 of the Notice relates to appomtment of Mr. Rishabh Kushal Desa1 as D1rector of the Company to hold the office as Non-Executive and Non-Independent D1rector.

Pursuant to provisions of Section 161 of the Compan1es Act, 2013 read with appl1cable rules made thereunder, provisions of Article 134 of the Art1cles of Association IAOAI of the Company and on the recommendation of the Nomination and Compensation-cum-Remuneration Committee. the Board of Directors of the Company has appointed Mr. Rishabh Kushal Desai [DIN : 08444660) as an Additional D1rector lin the category of Non-Execut1ve and Non-Independent D1rectorl of the Company w .e.f. 7th May, 2019 by pass1ng C1rcular Resolut1on under Sect1on 175 of the Compames Act. 2013 wh1ch was subsequently ratified by the Board of Directors at their meeting held on 29th May, 2019.

In pursuance of the proviSions of Section 161 of the Compames Act, 2013, Mr. R1shabh K. Desa1 will hold office upto the date of the ensuing Annual General Meeting. The Company has rece1ved a Notice m wntmg under the provis1ons of Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. Rishabh K. Oesa1 for the Office of Director.

Mr. Rishabh Desai has graduated from Babson College, a School of Bus1ness. Massachusetts. USA with a degree 1n Bachelor of Sc1ence 1n Entrepreneurship and Business Management. He was m-charge of green field proJect on establishing state of the art Petroleum Spec1alties plant 1n Hamriyah Free Zone, Sharjah, UAE. Pnor to that he had Cl stmt m Ergon Inc .. and UBS. AG, Singapore to have blend of exposures 1n Finance and commodit1es & metal trading.

Hamnyah Plant 1s now fully operating as step down wholly owned subsidiary of the Company under the name "Petroleum Spec1aht1es FZE", SharJah hav1ng manufactunng capacity of 100,000 KL. Presently. Mr. R1shabh is Executive Director of said subs1d1ary.

The Board commends the Ord1nary Resolution set out at Item No. 4 of the Notice for approval by the shareholders.

Except Mr. Kushal N. Desai and Mr. Cha1tanya N. Desa1, none of the Director s. Key Managerial Personnel or the1r relat1ves are in any way concerned or mterested 1n th1s resolution.

ITEM NO. 5 & 6:

The Shareholders of the Company at the 25th Annual General Meet1ng held on 1st August. 2014 had approved the appomtments of Mr. F. B. V1ram lhold1ng DIN : 000622781 and Mr s. N1na Kapas1 [holding DIN 028568161 as Independent D1rectors of the Company for the first term to hold office upto the conclusion of 30th Annual General Meet1ng of the Company to be held in the calendar year 2019, pursuant to the provisions of the Compan1es Act. 2013 lthe Act) and Rules framed thereunder read with Schedule IV to the Companies Act, 2013 and the erstwhile Listing Agreement With the Stock Exchanges. In terms of the provis1ons of Section 14 9 of the Companies Act. 2013. an Independent Director shall be el1g1ble for re-appointment on passing of a special resolut1on by the Company for another term of upto f1ve !51 consecutive years. Further 1n terms of Regulation 17 of the Securities and Exchange Board of lnd1a IL1sting Obligations and Disclosure Requirements! Regulations,

8 I ANNUAL REPORT 2018-19

2015 (hereinafter referred to as "the L1sting Regulat1ons"l. listed entity can continue the directorship of any person as a non-executive director on attaining the age of seventy five (751 years 1f a spec1al resolution is passed to that effect and the explanatory statement annexed to the notice proposing such appointment prov1des JUStification for such appointment.

Dunng the term of next five years, Mr. F. B. V1ran1 will attain the age of 75 years. Mr. Viram is physically fit, mentally alert and is vocal at the Board & Comm1ttee meetings. In terms of the aforesaid L1stlng Regulation, the approval from the members will be considered as requisite approval for appointment of Mr. Virani as Independent Director.

The Nomination and Compensation-cum-Remuneration Committee !NRCI. based on the vanous factors VIZ., the number of board, comm1ttee and general meet1ngs attended by the Independent Directors; their knowledge, contribution & expenence 1n their respective f1elds; the1r spec1al1zed sk1lls and expert1se 1n ass1st1ng the Board and 1ts Comm1ttees in atta1ning the objectives of the Company and their participation in the Board/Committee deliberations and outcome of the performance evaluation 1n its meeting held on 29th May, 2019, recommended to the Board, thereappointment of Mr. F. B. Virani and Mrs. Nina Kapasi as Independent Directors for a further term of five !51 consecutive years from conclusion of this AGM upto the conclusion of 35th Annual General Meeting of the Company to be held in the calendar year 2024.

The Board at 1ts meeting held on 29th May, 2019, based on the recommendation of the Nomination and Compensation-cum-Remuneration Committee, have approved the re-appointment !not liable to retire by rotation! of Mr. F. B. Virani and Mrs. Nina Kapasi as Independent D1rectors subject to approval of shareholders of the Company from conclusion of th1s AGM upto the conclus1on of 35th Annual General Meeting of the Company to be held in the calendar year 2024, by way of passing of the Special Resolution. The Board of Directors states that the re-appointment of Mr. F. B. Virani and Mrs. Nina Kapasi would be 1n the Interest of the Company and 1ts Shareholders.

Mr. F. B. Virani and Mrs. Nina Kapasi are not disqualified from being appointed as Director in terms of Section 164 of the Act and any other applicable law prescribed by SEBI or any other authonty and have consented to act as Independent Directors of the Company. The Company has also rece1ved declaration from both that they meet the criteria of independence as prescribed under Section 149 of the Act and the L1sting Regulations.

The Company has received notice in writing under the provisions of Section 160 of the Act from Members proposing the candidature of Mr. F. B. Viran1 and Mrs. Nina Kapasi for re-appointment as Independent D1rectors of the Company.

In the op~nion of the Board, Mr. F. B. Virani and Mrs. Nina Kapasi meet the criteria of independence as specified in the Act, the Rules framed thereunder and the Listing Regulations and they are independent of the Management.

Details of Mr. F. B. Virani and Mrs. Nina Kapasi are provided in the ·Annexure- to the Notice pursuant to the provisions of the Listing Regulations and Secretarial Standard on General Meeting !SS-21 issued by the Institute of Company Secretaries of India.

Presently, Mr. F. B. Virani is a Member of the Audit Committee, the Corporate Soc1al Responsibility Committee, the Nomination and Compensation-cum-Remuneration Comm1ttee and the Chairman of the Share Transfer & Shareholders Grievance- cum - Stakeholders Relationship Committee of the Board of Directors

of the Company. Mrs. N1na Kapasi is a member of the Nom1nallon and Compensation-cum-Remuneration Comm1ttee, the Risk Management Committee and Chairperson of the Audit Committee of the Board of Directors of the Company.

Copy of draft appointment letters sett1ng out the terms and condit1ons of their re-appointment are available for inspection by the members at the Registered Office of the Company.

Save and except, Mr. F. B. Virani and Mrs. N1na Kapasi and their relatives, to the extent of the1r shareholding interest, if any, 1n the Company, none of the other Directors and Key Managerial Personnel of the Company or the1r relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item No.5 & 6.

The Board considers that the1r continued assoc1at1on as Independent Directors would be of 1mmense benefit to the Company. Accordingly, the Board recommends the Spec1al Resolutions set out in Item No. 5 and 6 for approval of the members.

ITEM NO. 7:

T.M. Rathi, the Cost Auditor has expressed his 1nab1lity to act as Cost Auditor to audit the cost records of the Company for the f1nanc1al year ending 31st March, 2020 due to pre-occupation and health constraint.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the appointment of M/s. Rahul Ganesh Dugal and Co., a Propnetary Firm, who are 1n Whole Time Practice as Cost Accountant, having Firm Registration no. 103425 and Membership no. 36459 as the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2020 (2019-201. in place of T. M. Rath1.

In accordance w1th the provisions of Sect1on 148 of the Act read with the Companies !Audit and Auditors! Rules, 2014 las amended from time to time I. the remuneration payable to the Cost Aud1tor has to be ratified by the Members of the Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No. 7 of the Notice for ratification of the remuneration not exceeding amount of Rs. 1,20,000/- !Rupees One Lakh Twenty Thousand onlyl payable to the Cost Auditor for conduct1ng aud1t of the cost records of Oil, Conductors and Cable d1vis1ons of the Company for the financial year end1ng 31st March, 2020 (2019-201.

The Board accordingly recommends the resolution at Item No. 7 of this Not1ce for the approval of the Members.

None of Directors I Key Managerial Personnel of the Company and their relatives are, in any way, concerned or Interested, financially or otherwise, 1n the resolution set out at Item No.7 of the Notice.

Registered Office :

301, Panorama Complex. R. C. Outt Road, Vadodara- 390 007, Gujarat. lnd1a CIN : L91110GJ1989PLC012802 Website : www.apar.com E-ma1l: com_sec@apar.com Tel: (+91l l0265l2339906 Fax: !+911!026512330309

Place: Mumbai Date : May 29, 2019.

By Order of the Board For Apar Industries Limited

~ Company Secretary

	I ANNUAL REPORT 2018·19

(j APAR INDUSTRIES LTD.

Profil e of the directors being appointed I re-appointed at the ensuing AGM

lAs required under Regulation 36(3] of the Listing Regulations and Clause 1.2.5 of Secretarial Standard- 2 on General Meetings

Name of Director	Mr. Kushal N. Desai	Mr. F. B. Virani	Mr s. Nina Kapasi	Mr. Rishabh K. Desai
DIN	00008084	00062278	02856816	08444660
Date of Birth	21.02.1967	26.06.1945	30.11.1959	16.05.1992
Date of Appointment	24.03.1999	27.07.2001	30.05.2014	07.05.2019
Qualifications	B.Sc.IHons., [Elect. Engg.l.USA, B.S. 1n [Econ.)[Hons.l.Wharton, USA.	B.E. IChem1calEngineering].M.S. [ChemicalEng1neenngl USA,M.B.A. I USA)	CharteredAccountant	Bachelor of Sc1ence1n BusinessManagement &Entrepreneurship,Babson College, USA
Expertise 1n specif1c functional areas	Electrical Engmeering	Chem1calEngineenng	T axat1on, aud1tand managingcon5ultancy	Expertise 1n BusinessManagement,Finance and StrategicManagement
Expenence	29 years	46 years	35 years	3 Years
Directorship held 1n other ListedCompanies as on 31st March, 2019.	None	None	None	None
Chairmanship I Membership ofCommittee held In other ListedCompanies as on 31st March. 2019.	None	None	None	None
Number of Equity Shares held 1n theCompany as on 31st March, 2019.	9,310,503	5,000	NIL	42,398
Relationship w1th other directors andKey Managenal Personnel	Related to-Mr. Chaitanya N. Desa1,[Brother! andMr. R1shabh K. Desa1!Son)	--	--	Related toMr. Kushal N. Desa1!Father) and Mr.Chaitanya N. Desai,[Father's Brother!
Number of Board Meetings attendeddunng the Financ1al Year 2018 -19	4	4	4	None
Terms and conditions of Appointment 5 years IRellres by	rotation)	5 years I Not l1ableto ret1re by rotation!.Non-executive	5 years !Notliable to retire byrotat1onl. Non-executive	Retires by rotation.Non-executive andNon-Independent
Deta1ls of remuneration sought to bepa1d	Remuneration approvedat the 29th AGM byMembers. Refer Annex.Ill to the Directors·Report [Disclosuresas per Rule 5[2) of TheCompanies [Appointmentand Remuneration ofManagerial Personnel)Rules, 2014)	No remunerationexcept si1t1ng fees	No remunerationexcept sitt1ng fees	No remunerationexcept s11ting fees
Remuneration last drawn by theD~rector	Refer as above	--	--	--

11 I ANNUAL REPORT 2018-19